VNOM 8-K
Viper Energy, Inc. (VNOM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.02. Unregistered Sales of Equity Securities.
As previously disclosed, on August 3, 2026, Viper Energy, Inc. (the “Company”), as parent, and Viper Energy Partners LP, an indirect wholly owned subsidiary of the Company, as buyer, entered into a definitive purchase agreement to acquire certain mineral and royalty interests from Diamondback Energy, Inc. and related subsidiaries (the “2026 Drop Down”). On September 1, 2026, the Company completed the 2026 Drop Down, pursuant to which the Company acquired the mineral and royalty interests in exchange for 3,815,459 units representing limited liability company membership interests in VNOM Holding Company LLC, a consolidated subsidiary of the Company, and an equivalent number of shares of the Company’s Class B common stock, par value $0.000001 per share (the “Class B Common Stock”). The Company issued the shares of Class B Common Stock in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) of the Securities Act as sales by an issuer not involving any public offering.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VIPER ENERGY, INC. | |||
| Date: | September 8, 2026 | ||
| By: | /s/ Teresa L. Dick | ||
| Name: | Teresa L. Dick | ||
| Title: | Chief Financial Officer, Executive Vice President and Assistant Secretary | ||